On October 13th, 2019, came into force the provisions of the Act on Combating Money Laundering and the Financing of the Terrorism (hereinafter referred to as “the Act”), introducing the Central Register of Beneficial Owners (hereinafter referred to as “the Register”) and the obligation to enter into that register beneficial owners of registered partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies and joint-stock companies, excluding the public companies.
In connection with the above, onto already existing (established before the above date) companies mentioned above, including i. a. limited liability companies, was imposed the obligation to file an application to the Central Register of Beneficial Owners in order to reveal the actual beneficial owners of the entities.
The companies listed above, introduced to the National Court Register before the provisions introducing the Register came into force, are obliged to notify beneficial owners within 6 months after the changes came into force, i. e. until April 13th, 2020.
The notification to the Register shall be made by the person authorized to represent the company (it cannot be done by a proxy). The notification shall be signed according to the representation rules of the company. The notification shall be filled for free in electronic form on the website https://www.podatki.gov.pl/crbr/ and signed by qualified electronic signature or signature confirmed by the ePUAP profile.
On the companies which will not fulfill the above obligation within the deadline, a fine in the amount up to PLN 1,000,000 may be imposed.
According to the definition in the Act , a beneficial owner is:
- a natural person or natural persons who control, whether directly or indirectly, a company through their powers which result from legal or factual circumstances and enable exerting a decisive impact on a company’s acts or actions, or
- a natural person or natural persons on whose behalf business relationships are being established or an occasional transaction is being conducted.
In the case of a company being a legal person other than a company whose securities are admitted to trading on a regulated market that is subject to disclosure requirements market that is subject to disclosure requirements in accordance with the EU law or subject to equivalent third country law, the beneficial owner is:
- a natural person being the company’s shareholder or stockholder and holding the ownership right to more than 25 per cent of the total number of stocks or shares of such legal person,
- a natural person holding more than 25 per cent of the total number of votes in the company’s decision-making body, also as a pledgee or usufructuary, or under arrangements with other holders of voting rights,
- a natural person exercising control over a legal person or legal persons holding in aggregate the ownership right to more than 25 per cent of the total number of stocks or shares of the company or holding in aggregate more than 25 per cent of the total number of votes in the customer’s body, also as a pledgee or usufructuary, or under arrangements with other holders of voting rights,
- a natural person exercising control over the customer through holding with respect to such legal person the powers referred to in Article 3, paragraph 1, subparagraph 37 of the Act of 29 September 1994 on Accounting, or
- a natural person holding a senior management function in the case of the documented inability to determine or doubts as to the identity of natural persons referred to above and in the case of finding no suspicion of money laundering or terrorist financing.
The Register is public and everyone has free access to it and to information on beneficial owners included in the Register.